SecProbe.io

May 23 , 2014

Via E -mail
Patrick Rodgers
Chief Executive Officer
Euronav NV
De Gerlachekaai  20
2000 Antwerpen
Belgium

Re: Euronav NV
Draft Registration Statement on Form F-1
Submitted  April 29 , 2014
  CIK  No. 0001604481

Dear Mr. Rodgers :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts  and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments .

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.   Similarly, please
supplementally provide us with any research rep orts about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your off ering .

2. We note that you have included graphics following the cover page of the prospectus.
Please tell us, with a view towards revised captions, whether the graphics are

Patrick Rodgers
Euronav NV
May 23 , 2014
Page 2

 reproductions of your actual vessels in operation or if they are artistic renderings  not
based on your actual vessels.  Additionally, p rior to printing and distribution of the
preliminary prospectus, please provide us with any other mock -ups of pages that include
any pictures or graphics to be presented.  Accompanying captions, if any, sh ould also be
provided.  We may have comments after reviewing the materials .

3. We note that you have leased office space.  Please provide the disclosure required by
Item 4.D of Form 20 -F or tell us why it’s not necessary.

4. Please define FSMA the first time i t is used in the document.

Prospectus Summary, page 1

5. In one of the opening paragraphs, please include your revenue and net losses (or profit)
for the most recent audited and interim stub, as applicable.  This will help to provide a
financial snapshot of  your company.  We also note that you have described your
competitive strengths elsewhere in the summary.  Please also balance the disclosure in
the summary by discussing the decrease in voyage and time charter revenues in the 2013
fiscal year, the capital -intensive nature of your business and your other key risks.

Our Business , page 1

6. We note you disclose your principal shareholders percentage ownership in the second
paragraph.  Please update, to the extent practicable, to reflect their ownership percentages
post-offering.  Please update also at page 6, under “Principal shareholders’ and
directors,” and at page 11, under “Corporate Structure,” and throughout as necessary.

7. We note your disclosure that you have agreed to acquire 15 vessels from Maer sk Tankers
Singapore Pte Ltd.  Please file the acquisition agreement as an exhibit or tell us why this
agreement is not material to you .

8. We note that you referenc e your charters with Chevron, Maersk Oil, Total and Valero  in
the fifth paragraph of this section.  Please revise to clarify that you do not have exclusive
charter agreements in place with Chevron, Maersk Oil, Total and Valero  and there is no
guarantee that they will continue a chartering relationship with you .  Please also revise
the “Strong and strategic relationships…” paragraph on page 6 accordingly.

9. We note your disclosure in the fifth paragraph of this section that your chartering strategy
allows you to capitalize on opportunities in an environment of increasing rates by
maximizing your expo sure to the spot market.  Please revise to add balancing language
that your exposure to the spot market will also subject your fleet to spot market downside
if and to the extent charter rates decrease.

Patrick Rodgers
Euronav NV
May 23 , 2014
Page 3

 Positive Industry Fundamentals, page 5

Increased gl obal oil consumption, page 5

10. Please refrain from presenting compound annual growth rates where the disclosure is not
accompanied by the numbers for each year because it tends to illustrate two points in
time and does not show trends in the intervening yea rs.  Please also revise under the
International Shipping Industry Section, at page 76 , and throughout, as necessary.

11. Please revise to add balancing language that there is no guarantee that past growth rates
in oil consumption will continue.

Competitive Strengths, page 5

Strong and strategic relationships, page 6

12. Please provide us with support for your statement that your charters are “high quality”
and briefly describe the characteristics that make them so.

Experienced management team with a proven growth track record, page 6

13. Please remove  the reference to your “ proven growth track record” and similar statements .

Demonstrated access to financing, page 6

14. Your statement in this section that you have demonstrated your ability to access financing
throughout your history and during the recent global financial crises suggests you are
guaranteeing this outcome in the future.  Please balance this discussion by indicating that
there is no guarantee that you will be able to access financing similarly going forward.

Our B usiness Strategies, page 7

15. Please explain what it means to “dynamically” manage the size of your fleet.   As such,
please revise to clarify.

16. We note your disclosure that you intend to reinforce your position as one of the “leading”
global tanker owners an d operators.  Please revise to state that this is your belief,
substantiate this statement to us or remove this statement .

Selectively buy and sell vessels, page 7

17. We note your disclosure that you intend to selectively buy and sell vessels in order to
maintain high quality vessels at attractive prices.  Pleas e revise this paragraph to include
balancing language that there is no guarantee that you will able to do so .

Patrick Rodgers
Euronav NV
May 23 , 2014
Page 4

 Recent Developments, page 7

18. We note the disclosure in the second paragraph regarding th e Maersk Acquisition Vessels
and that you expect to take delivery of the 12 remaining vessels during the first half of
2014.  We note, however, that there appear to be 13 Maersk Acquisition Vessels listed in
the chart at the top of page 3, which are listed  as to be delivered.  Please revise for
consistency or advise.

Unaudited results for the three months ended March 31, 2014 and 2013, page 9

19. We note from footnote (1) that the that data presented for the three months ended
March  31, 2014 have been prepared in accordance with IFRS and are unaudited. We also
note that the comparative figures for 2013 have been restated following the application of
IFRS 10 and IFRS 11 on Joint Arrangements. Please revise to disclose how the adoption
of IFRS 10 and IFRS  11 impacted your reported results of operations and financial
condition for the three months ended March 31, 2013. Also please tell us and revise
MD&A to discuss how the adoption of IFRS 10 and IFRS 11 impacted the accounting
treatment for your investment s in your joint ventures and explain in MD&A how the
adoption of this guidance will impact your accounting treatment of your joint ventures for
the various periods presented in your consolidated financial statements.

Summary Financial and Operating Data, page 15

Selected Consolidated Financial and Other Data, page 48

20. Refer to footnote (6) – Please revise footnote (6) to p rovide the calculation of
“net revenues” for your VLCC, Suezmax, and Tanker fleets.

21. We note that you present the measure daily general  and administrative expenses in your
Summary Financial and Operating Data and in your Selected Consolidated Financial and
Other Data. We further note from footnote (8) that this measure is calculated by dividing
general and administrative expenses by calen dar days for both your owned fleet as well
as for the fleet you have in joint ventures for the relevant time period. Since the general
and administrative expenses associated with your joint ventures are not reflected in your
consolidated financial statemen ts under IFRS, we do not believe it is appropriate to
present a measure that includes expenses that are not included in your financial
statements on a consolidated basis. If you wish to present this measure, please revise this
measure to exclude the genera l and administrative expenses and related calendar days of
operation for the fleet of your joint venture operations.

22. We note that you present the non -GAAP measure “EBITDA” in your Summary Financial
and Operating Data and your Selected Consolidated Financi al and Other Data. We further
note from footnote (9) that your calculation of EBITDA makes an adjustment for your
share of profit and loss of equity accounted investees. As EBITDA by definition is

Patrick Rodgers
Euronav NV
May 23 , 2014
Page 5

 earning before interest, taxes, depreciation and amortizati on, please revise to either
eliminate the adjustment for your share of profit and loss of equity accounted investees or
alternatively, revise to label this measure as “adjusted EBITDA”.   In addition, if the
measure is retitled “adjusted EBITDA” please tell  us and revise your disclosure in
footnote (9) to explain why a measure which excludes your share of the profit and loss of
equity accounted investees provides useful information to potential investors in your
ordinary shares.

Risk Factors, page 21

If the tanker industry, which historically has been cyclical, page 21

23. To the extent practicable, please indicate where the tanker industry is in the cycle, so that
investors can assess the risk.

We are dependent on spot charters , page  29

24. Please revise to discuss and quantify whether spot charter rates are high or low in
comparison to historical rates so that investors can assess the discussed risk .

Our shareholders residing in countries, page 35

25. The wording of your risk factor on page 35 is vague and not  helpful to any potential U.S.
investor seeking to assess the risk you are trying to convey.   At the very least, indicate in
this discussion, and in the discussion beginning on page 139 regarding dividends that are
subject to withholding in Belgium, whethe r there is a treaty concerning the avoidance of
double taxation  between the Kingdom of Belgium and the United States that reduces the
Belgian dividend withholding tax rate for U.S. residents holding shares in Belgian
companies and what that rate is.   We no te there is a reference in the section of the
prospectus concerning federal taxation of U.S. holders of Euronav’s shares on page 135
to “the U.S. -Belgian Treaty” but with no other identifying information and no discussion
of the treaty.

We may be unable t o comply with the restrictions and financial covenants, page 36

26. If there is a risk that you may not be able to maintain any of the financial ratios or
covenants, please disclose the ratios or covenants that you need to maintain here and
show how you curre ntly satisfy the ratios or covenants, so that investors can assess the
risk.

Use of Proceeds, page 42

27. We note the mention of general capital purposes, working capital, acquisition of
secondhand vessels or repayment of indebtedness, as possible use of pro ceeds.  If known,

Patrick Rodgers
Euronav NV
May 23 , 2014
Page 6

 please revise to indicate the approximate estimated use of proceeds that you will use for
each separately or advise.  Refer to Item 3.C.1 of Form 20 -F.

28. Please revise to discuss your plan for acquiring additional vessels in greater detail , if
known, including whether you have determined a number of vessels to be purchased, the
price of those vessels, as well as major vessel characteristics, such as age, size class, and
other criteria. Refer to Item 3.C.2 of Form 20 -F.

29. In the alternative t o the above two comments, if you do not  have any specific plans for
the proceeds, please discuss the principal reasons for the offering .  Refer to Item 3.C.1 of
Form 20 -F.

Capitalization, page 43

30. Please revise to provide footnote disclosures explaining the nature and amounts of the
various adjustments that have been made to your historical capitalization amounts in
connection with the various transactions that have been described in the second bullet
point in the paragraph preceding your capitalization t able to arrive at the “as adjusted”
amounts presented in the table. Your revised disclosure should clearly explain the nature
and amounts of the various adjustments made to the historical amounts to arrive at the as
adjusted amounts that have been disclose d.

Management Discussion and Analysis, page 52

Critical Accounting Policies , page 57

Vessel Impairment, page 58

31. We note the disclosure on page 58 which indicates that the carrying amounts of your
vessels are reviewed at each reporting date to determine  whether there is any indication
of impairment, and if any such indication exists, the recoverable amount is estimated. We
further note that you define your cash generating unit not as a single vessel but as a group
of vessels operated as a fleet and as su ch you have defined two cash generating units,
namely FSOs and tankers. Given that your various vessels appear to operate
independently of each other and operate under their own separate chartering
arrangements with their own individual crews, please expla in in further detail why you do
not believe that your individual vessels represent separate cash generating units which
should be evaluated individually for potential impairments in their recorded values
pursuant to the guidance in IAS 36. Absent a satisfa ctory response to this matter, we
would expect your impairment analysis for all periods presented in your financial
statements to be performed separately for each of your vessels since each of your vessels
appears to represent a separate cash generating un it as defined in paragraph 6 of IAS 36.

Patrick Rodgers
Euronav NV
May 23 , 2014
Page 7

 32. Please note that the Critical Accounting Policies section is intended to focus on the
sensitivity aspects of your critical accounting policies, that is, the likelihood that
materially different amounts would be reported under different conditions or
assump tions.   In making disclosures under FR -60, registrants need not repeat information
that is already included in the financial statements or other sections of the filing.   In this
regard, we note the disclosure indicating that in estimating future charter ra tes for your
vessels for purposes of performing your impairment analysis pursuant to IAS 36,
management takes into consideration estimated daily time charter equivalent rates for
each vessel type over the estimated remaining useful lives. We also note that  the
estimated daily time charter equivalent rates are based on the trailing 10 -year historical
average rates, based on quarterly average rates published by a third -party maritime
research service. Given the volatility in charter rates that has existed in recent periods as
well as the uncertainty that exists with respect to future charter rates that may be obtained
for your vessels, please revise your discussion on page 58 to explain how your
impairment analysis with respect to your vessels would be imp